On November 12, 2019, the not-for-profit Estonian Arts Centre (Eesti Kunstide Keskus or EKK) held a second special meeting of its members. The first special meeting called on October 24, 2019 was nullified due to a failure to provide timely notice to its members as was required under the bylaws. EKK was established in 1974 by its founder and longtime president Stella Kerson(†) and has been a registered charitable organization in Ontario since 1975 (EESTI KUNSTIDE KESKUS — 30).
The meeting, chaired by treasurer Evi Vahtra, followed an agenda signed by the treasurer and accompanied by proxy forms with an option granting the treasurer or the secretary, Reet Lindau-Voksepp, representation. EKK’s chairman, Viljar Puu-Weimann, did not attend.
At some point after the 2016 general meeting and before November 2019, EKK accepted over new 15 members. One of those members, Estonian House (in Toronto) Limited, was accepted by the board of trustees on October 14, 2019. Since nearly all of the new members opted not to attend the special meeting, and their names were not disclosed, it was announced that authorized proxy holders would vote.
After approving the agenda as well as the minutes from last General Meeting, a motion to approve and confirm all the previous decisions by EKK’s Board of Trustees since that last General Meeting in 2016 was passed. The only concrete decision announced by the trustees at the special meeting was to say that all EKK collective artworks would be transferred to the Estonian Studies Centre (ESC), a charitable organization, associated to Tartu College. (Eesti Kunstide Keskus ja Estonian Studies Centre kokkulepe säilitamaks kunstikogu Eesti Elu ). Along with that, EKK would also provide ESC with financial assets to inventory, store and support other necessary requirements. It remained unclear how large the costs of this transfer would be and who, when and how the transfer of artwork would be done. Is the Estonian Studies Center ready to accept this art and do they already have the necessary resources for it, or is this just being investigated? A representative from Estonian Studies Centre did not attend the meeting.
The next step was to approve the financial statements. Members at meeting pointed out that the financial statements did not have a report from the audit committee (auditor). According to the 1975 by-laws, an audit committee was supposed to be composed of three individuals. Since no auditor attended the meeting, there were no explanations provided for the financial statements. According to the financial statements, the corporation had a balance of $168,619, with $75,760 cash at hand, as of August 2019. The financial statements for the period 2015-2019 were approved by a majority.
Following that, the meeting proceeded to consider approval of a new set of by-laws (Approval of new General Operating By-law No. 1) that were accepted by EKK’s board on October 14, 2019. This new by-law would replace all previous by-laws. The new By-law No. 1 also terminated all current EKK members and specified that only corporations could be members of EKK. (Section IV Members, Classes and Conditions of Membership (4.01): "There shall be one (1) class of Members in the Corporation. Membership in the Corporation shall be available only to corporate entities that have been applied for and been admitted into membership by the Board.") The agenda did not state any underlying reasons why, or for what purpose, the corporation’s by-laws were being amended, nor were they declared at the meeting despite a number of specific questions to that end. There was no explanation as to why former members had to be removed as addressed in point #6 of the agenda: "Confirmation of effective termination of memberships" and why did Estonian House Ltd. become the sole member of EKK.
Similarly it remained unclear if EKK’s objectives had changed for any particular reason since the newly proposed by-laws make no mention of the corporation’s central purpose. The original by-laws foresaw support and promotion for Estonian art. (Excerpt from the original by-laws: 3 (a) "Promotion of visual, musical, theatre, literary, performing and other arts;" 3 (b) "Creating financial and technical facilities for introducing creative, artistic talent to the Canadian multi-cultural scene.")
Many longtime members voted against the new by-law (Approval of the New General Operating By-Law No. 1), which stipulated that Estonian House Ltd would remain the sole member of EKK. Nevertheless, the majority of recent and unknown members approved the new by-laws through their authorized proxy holders. No explanation was provided at the meeting as to why Estonian House Ltd assumed control of this charitable organization. To date, Estonian House Limited shareholders have not been consulted in regard to the EKK takeover.
What also remained unclear at the special meeting was whether a quorum of 5 trustees were in attendance when the newly proposed By-Law No. 1 was accepted by the trustees on October 14th, as was required under the original by-laws in effect since 1975. Notably, only three trustees have been named as being involved in affirming the new by-law.
As noted above, the EKK welcomed more than 15 new members before the November Special Meeting, most of whom did not attend the meeting in person. Were these new members, who entrusted their proxy holders, aware or informed in advance of the radical changes that would come to the operation and management of this 40-year-old organization which would subsequently be approved on their behalf?
What role Estonian House Ltd played in all these events remains unclear. As a following agenda item (Election of Directors) it was announced that Estonian House directors Eric Sehr, Peter Viitre and Glen Leis will serve as new EKK directors; even though, none were in attendance at the EKK special meeting.
Note from the EWR:
President of the Estonian House Veiko Parming was asked about EH plans for the future of the EAC. Mr. Parming replied with a reference to a previously published announcement (Eesti Kunstide Keskus ja Estonian Studies Centre kokkulepe säilitamaks kunstikogu Eesti Elu ) and added that "the art collection belonging to the Estonian Arts Centre ("EAC"), a registered charity, will be inventoried and transferred to the Estonian Studies Centre, a registered charity, together with resources to ensure their long-term preservation and the EAC advised that it is no longer accepting donations of works of art. The Estonian House in Toronto Limited became the sole member of EAC and continues to honour that agreement and EAC segregated those EAC assets for that purpose. The Estonian Arts Centre will continue to function as a registered charity."
See also:
EESTI KUNSTIDE KESKUS — 30
Eesti Kunstide Keskus ja Estonian Studies Centre kokkulepe säilitamaks kunstikogu Eesti Elu
